UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 14, 2024, Arcturus Therapeutics Holdings Inc. (the “Company”) held its annual meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated 2019 Omnibus Equity Incentive Plan as amended (the “Plan”), to, among other things, increase the maximum number of shares of common stock available to Plan participants thereunder by 2,000,000 shares to an aggregate of 10,750,000 shares (the “Amendment”).
A description of the material terms of the Amendment is set forth under the heading “Proposal Number 2 —To Approve the Amendment to the Amended and Restated 2019 Omnibus Equity Incentive Plan” in the proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 29, 2024, which description is hereby incorporated into this Item 5.02 by reference. A copy of the Plan, as amended by the Amendment, is attached hereto as Exhibit 10.1 and is incorporated into this Item 5.02 by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The total number of shares entitled to vote at the Meeting was 26,928,041 and there were present at the Meeting, in person or by proxy, 23,309,890 shares, which constituted a quorum for the Meeting.
At the Meeting, the stockholders voted on the following proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the SEC on April 29, 2024:
(1) To elect Dr. Peter Farrell, Joseph E. Payne, Andy Sassine, James Barlow, Dr. Edward W. Holmes, Dr. Magda Marquet, Dr. Jing L. Marantz and Dr. John H. Markels to the Board of Directors (the “Board”), to serve until the Company’s next annual meeting of stockholders;
(2) To approve the Amendment to the Amended and Restated 2019 Omnibus Equity Incentive Plan, as amended, to, among other things, increase the maximum number of shares of common stock available to Plan participants thereunder by 2,000,000 shares to an aggregate of 10,750,000 shares;
(3) To approve, on a non-binding advisory basis, the resolution approving named executive officer compensation; and
(4) To ratify the appointment of Deloitte & Touche LLP (“Deloitte”), as our independent registered public accounting firm for the fiscal year ending December 31, 2024.
The final results of the stockholder votes at the Meeting are set forth below:
Proposal No. 1
| For | Withhold | Broker Non-Votes | ||||
| Approval of the election of the following individuals as directors of the Company, as provided in Proposal Number 1 of the Proxy Statement: | ||||||
| (1) Dr. Peter Farrell | 20,844,568 | 159,554 | 2,305,768 | |||
| (2) Joseph E. Payne | 20,922,344 | 81,778 | 2,305,768 | |||
| (3) Andy Sassine | 20,734,162 | 269,960 | 2,305,768 | |||
| (4) James Barlow | 20,454,267 | 549,855 | 2,305,768 | |||
| (5) Dr. Edward W. Holmes | 19,895,980 | 1,108,142 | 2,305,768 | |||
| (6) Dr. Magda Marquet | 20,414,805 | 589,317 | 2,305,768 | |||
| (7) Dr. Jing L. Marantz | 20,390,182 | 613,940 | 2,305,768 | |||
| (8) Dr. John H. Markels | 20,740,090 | 264,032 | 2,305,768 |
Each of the eight nominees was elected to the Board, each to hold office until the Company’s 2025 annual meeting of stockholders and until their respective successors are elected and qualified.
Proposal No. 2
| For | Against | Abstain | Broker Non-Votes | |||||
| Approval of the Amendment to the Company’s Plan, as provided in Proposal Number 2 of the Proxy Statement: | 13,464,434 | 7,356,256 | 183,432 | 2,305,768 |
The proposal was approved.
Proposal No. 3
| For | Against | Abstain | Broker Non-Votes | |||||
| Approval, on a non-binding advisory basis, the resolution approving named executive officer compensation, referred to as “say-on-pay,” as provided in Proposal Number 3 of the Proxy Statement: | 19,875,930 | 1,069,592 | 58,600 | 2,305,768 |
The proposal was approved.
Proposal No. 4
| For | Against | Abstain | Broker Non-Votes | |||||
| Approval of the ratification of the appointment of Deloitte as the Company’s independent registered public accounting firm for the year ending December 31, 2024, as provided in Proposal Number 4 of the Proxy Statement: | 23,267,449 | 30,120 | 12,321 | N/A |
The appointment was ratified.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 10.1 | Amended and Restated 2019 Omnibus Equity Incentive Plan, as amended |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Arcturus Therapeutics Holdings Inc. | ||
| Date: June 14, 2024 | ||
| By: |
/s/ Joseph E. Payne | |
| Name: | Joseph E. Payne | |
| Title: | Chief Executive Officer | |